Business Letter to Auditors

BUSINESS LETTER TO AUDITORS

Date:

Parties

Recitals

WHEREAS, Client Name: seeks the professional services of the Auditor Firm to perform agreed auditing and related services for the fiscal year specified in this letter; and

WHEREAS, Auditor Firm: represents that it is duly qualified and independent under applicable professional standards to perform the services described below; and

WHEREAS, the parties desire to set forth the scope, fees, terms and conditions of the engagement in writing through this Engagement Letter, which will govern their respective rights and obligations.

Scope of Work

The Auditor shall perform the professional services set forth below in accordance with applicable professional standards and consistent with the representations made by the parties:

Payment Terms

Client agrees to pay Auditor for the services described above in accordance with the following fee schedule and invoicing terms.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Auditor may suspend work if invoices remain unpaid for more than days after the invoice date.

Term and Termination

This engagement shall commence on Start Date: and continue until completion of the services or End Date: , unless earlier terminated as set forth below.

Either party may terminate this engagement for convenience upon prior written notice to the other party delivered at least days in advance. Termination for cause may be immediate upon written notice if the other party materially breaches this Agreement and fails to cure within a reasonable period.

Upon termination, Client shall pay Auditor for all services rendered and reimbursable expenses incurred through the termination date, together with any reasonable wind-up costs.

Confidentiality

Each party acknowledges that, in connection with this engagement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is clearly marked confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall: (a) use the Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) limit disclosure to employees, agents or subcontractors who need access to perform the services and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this Confidentiality clause shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) must be disclosed by law or regulation, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Limitations, Representations and Reliance

Auditor shall perform services in accordance with applicable professional standards, but Client acknowledges that audit procedures are designed to provide reasonable, not absolute, assurance. Client represents that it will provide timely access to personnel, records, and information necessary for performance of the services. Auditor shall not be responsible for detecting fraud or illegal acts beyond the scope of the engagement except as required by professional standards.

Entire Agreement

This Engagement Letter, including all exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be given in writing and sent to the addresses set forth above or to such other address as either party designates by written notice to the other.

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